crto-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from _________ to _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)


France			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one Ordinary Share,
nominal value €0.025 per share

CRTO

Nasdaq Global Select Market

Ordinary Shares, nominal value €0.025 per share

Nasdaq Global Select Market

* Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of May 1st, 2026, the registrant had 50,244,527 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1	Unaudited Financial Statements as of March 3 1 , 202 6
	Condensed Consolidated Statements of Financial Position (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	4
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	41

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	42
Item 1A	Risk Factors	42
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5	Other Information	45
Item 6	Exhibits	45
Signatures		47

General

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or "GAAP."

Trademarks

“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements and involve risks and uncertainties that could cause actual results to differ materially. When used in this Form 10-Q, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” "objective," “plan,” “potential,” “predict,” "project," "seek," “should,” "will," "would," or the negative of these and similar expressions identify forward-looking statements.

You should refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and to our subsequent quarterly reports on Form 10-Q, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This Form 10-Q may contain market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-Q is generally reliable, such information is inherently imprecise.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)


	Notes	March 31, 2026		December 31, 2025
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	4	$	319,981	$	342,038
Trade receivables, net of allowances of $23.2 million and $25.9 million at March 31, 2026 and December 31, 2025, respectively.	5	448,275		582,102
Income taxes	13	12,985		14,233
Other taxes		61,100		57,050

Marketable securities - current portion	4	28,348		23,242
Prepaid expenses and other current assets	7	69,597		53,210
Total current assets		940,286		1,071,875
Property and equipment, net		155,502		139,330
Intangible assets, net		148,724		151,853
Goodwill	6	532,525		535,761
Right of use assets - operating leases	9	128,692		134,205

Marketable securities - noncurrent portion	4	22,996		23,500
Noncurrent financial assets		8,193		8,314
Deferred tax assets		88,355		90,689
Other noncurrent assets	7	46,777		45,680
Total noncurrent assets		1,131,764		1,129,332
Total assets		$	2,072,050	$	2,201,207

Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	448,472	$	566,046
Contingencies - current portion	15	11,390		9,229
Income taxes	13	21,943		27,528
Financial liabilities - current portion		10,626		11,360
Lease liability - operating - current portion	9	34,475		33,085
Other taxes		12,820		14,713
Employee - related payables		119,297		114,416
Other current liabilities	8	78,025		68,277
Total current liabilities		737,048		844,654
Deferred tax liabilities		5,179		5,285
Defined benefit plans	10	5,725		5,707

Lease liability - operating - noncurrent portion	9	99,221		105,277
Contingencies - noncurrent portion	15	23,039		22,729
Other noncurrent liabilities	8	32,403		31,826
Total noncurrent liabilities		165,567		170,824
Total liabilities		$	902,615	$	1,015,478

Shareholders' equity:
Common shares, €0.025 par value, 55,659,895 and 55,659,895 shares authorized and issued, and 50,098,139 and 51,151,866 outstanding at March 31, 2026 and December 31, 2025, respectively.		$	1,871	$	1,871
Treasury stock, 5,561,756 and 4,508,029 shares at cost as of March 31, 2026 and December 31, 2025, respectively.		(126,390)		(120,853)
Additional paid-in capital		698,717		706,321
Accumulated other comprehensive loss		(77,319)		(68,879)
Retained earnings		635,935		630,750
Equity attributable to the shareholders of Criteo S.A.		1,132,814		1,149,210
Noncontrolling interests		36,621		36,519
Total equity		1,169,435		1,185,729
Total equity and liabilities		$	2,072,050	$	2,201,207

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


			Three Months Ended
	Notes			March 31, 2026		March 31, 2025
		(in thousands, except per share data)

Revenue	16			$	424,639	$	451,434

Cost of revenue:
Traffic acquisition costs				174,271		187,062
Other cost of revenue				27,626		27,396

Gross profit				222,742		236,976

Operating expenses:
Research and development expenses				69,683		60,749
Sales and operations expenses				97,501		88,889
General and administrative expenses				45,158		39,171
Total operating expenses				212,342		188,809
Income from operations				10,400		48,167
Financial and other income	12			1,873		2,302
Income before taxes				12,273		50,469
Provision for income taxes	13			3,693		10,458
Net Income				$	8,580	$	40,011

Net income available to shareholders of Criteo S.A.				$	7,817	$	37,928
Net income available to noncontrolling interests				$	763	$	2,083

Weighted average shares outstanding used in computing per share amounts:
Basic	14			50,352,465		53,979,157
Diluted	14			50,965,933		57,195,898

Net income allocated to shareholders per share:
Basic	14			$	0.16	$	0.70
Diluted	14			$	0.15	$	0.66

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)

Net income		$	8,580	$	40,011
Foreign currency translation differences, net of taxes		(9,277)		17,216
Actuarial gains on employee benefits, net of taxes		118		310
Other comprehensive income (loss)		$	(9,159)	$	17,526
Total comprehensive income (loss)		$	(579)	$	57,537
Attributable to shareholders of Criteo S.A.		$	(681)	$	53,858
Attributable to noncontrolling interests		$	102	$	3,679

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
Balance at December 31, 2024	57,744,839	$1,931	(3,467,417)	$(125,298)	$709,580	$(108,768)	$571,744	$1,049,189	$31,908	$1,081,097
Net income	—	—	—	—	—	—	37,928	37,928	2,083	40,011
Other comprehensive loss	—	—	—	—	—	15,930	—	15,930	1,596	17,526
Issuance of ordinary shares	110,056	2	—	—	1,843	—	—	1,845	—	1,845
Change in treasury stocks(*)	—	—	(817,761)	(34,102)	(20,549)	—	(1,517)	(56,168)	—	(56,168)
Share-Based Compensation	—	—	—	—	16,615	—	—	16,615	48	16,663
Other changes in equity	—	—	—	—	—	—	(740)	(740)	2	(738)
Balance at March 31, 2025	57,854,895	$1,933	(4,285,178)	$(159,400)	$707,489	$(92,838)	$607,415	$1,064,599	$35,637	$1,100,236

(*) On January 31, 2025, Criteo's board of directors authorized an extension of the share repurchase program to up to $805.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 1,460,246 shares repurchased at a weighted average price of $38.50 offset by 642,485 treasury shares used for RSUs vesting.


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
Balance at December 31, 2025	55,659,895	$1,871	(4,508,029)	$(120,853)	$706,321	$(68,879)	$630,750	$1,149,210	$36,519	$1,185,729
Net income	—	—	—	—	—	—	7,817	7,817	763	8,580
Other comprehensive loss	—	—	—	—	—	(8,440)	—	(8,440)	(719)	(9,159)
Issuance of ordinary shares	—	—	—	—	—	—	—	—	—	—
Change in treasury stocks(*)	—	—	(1,053,727)	(5,537)	(22,604)	—	(2,828)	(30,969)	—	(30,969)
Share-Based Compensation	—	—	—	—	15,000	—	—	15,000	59	15,059
Other changes in equity	—	—	—	—	—	—	196	196	(1)	195
Balance at March 31, 2026	55,659,895	$1,871	(5,561,756)	$(126,390)	$698,717	$(77,319)	$635,935	$1,132,814	$36,621	$1,169,435

(*) On February 6, 2026, Criteo's board of directors authorized an increase of the share repurchase program to up to $959.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 1,596,328 shares repurchased at a weighted average price of $19.40 offset by 542,601 treasury shares used for RSUs vesting.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Three Months Ended
		March 31, 2026		March 31, 2025
	(in thousands)
Cash flows from operating activities
Net income		$	8,580	$	40,011
Noncash and nonoperating items		40,266		42,630
- Amortization and provisions		28,569		23,583


- Share based compensation expense		13,347		15,409
- Gain (loss) on disposal of and impairment of long-lived assets		(749)		547

- Change in uncertain tax positions		427		—

- Change in deferred taxes

SEC Form 10-Q filed by Criteo S.A.